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Directors Report of M3 Global Finance Ltd.

Mar 31, 2014

To The Members,

The Directors present this 26th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

Particulars (In Rupees) (In Rupees) Current Year Previous Year 2013-14 2012-13

Total Income 400,248 950,000

Profit before Finance Cost and Depreciation 369,738 301,069

Less : Finance Cost 0 0

Profit before Depreciation 367,938 301,069

Less : Depreciation 0 0

Profit/(Loss) before Tax 367,938 301,069

Provision for Tax

Current Tax

Deferred Tax 0 92,876

Tax For earlier Years

Balance of Profit/(Loss) for the year 3,67,938 208,193

Balance Brought forward from the Previous year 212,352 4,159

Amount available for appropriation 580,290 212,352

Proposed Dividend Nil Nil

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 580,290 212,352





OPERATIONS

The Financial year 2013-14 saw worst spell of Financial Crisis. The Rupee depreciated against the US Dollar which led to sudden depletion of Foreign exchange Reserve. To Defend Rupee Exchange Rate RBI maintained a tight monetary policy by increasing Short term rates to lessen excess liquidity.

Due to the Continuous economic slowdown for past few years the Economic environment for the year under review remained subdued therefore your company instead of taking risk for a small gain continued with existing operation without much change. The GDP growth rate in the previous year was a decade-low of 4.5 per cent. This is the second year in a row during which the economy''s growth remained below the 5 per cent that is of 4.8 %. The loss of growth momentum continued throughout the year 2013-14. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at around 5.5% through Financial Year 2013-14.

During the year company has earned net profit of Rs.367938/- as compared to Rs.207693/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. . The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

All the Decisions of the Company are based on factors like overall economic growth of economy, Monetary Policies of RBI ,Interest rates and liquidity, stock market performance and volatility, growth of infrastructure, agriculture and other auto industries etc. however concerns remain on inflation an twin deficits of Fiscal and Current Account. Your Company believes with sound risk management and strong capital adequacy ratio, the India of future offers opportunities for growth. The approach of the company till the date is cautious and traditional which is based on risk-management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTOR

- Rotation of Directors

In accordance with section 257 of the Companies Ac, 1956 and Section 152 and other applicable provision of the Companies Act 2013 Shri Haresh Champaklal Harde, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Change in Designation of Directors

In pursuance of the provisions of Sections 196,197,198 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force),read with Schedule V to the said Act and subject to such other approvals, consents as may be required, the consent of the Members of the Company and subject to the approval of shareholders at the next General Meeting, Mr. Manish Arvindlal Shah ,be and is hereby appointed as non-rotational Whole Time Director of the company with effect from 11.07.2014 to 10.07.17 for tenure of three years.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013._

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm: I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year 31st March, 2014.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

RBI GUIDELINES

As a Systemically Important Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company

certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s M/s.Jain Khetan Agarwal & Associates., Chartered Accountants., retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224(1B) of Companies Act, 1956 and section 139(2) of the Companies Act, 2013 the explanation given in Auditor''s report and notes on accounts are self-explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed Company having certain competency. Many times shareholders are approaching company with problem of ill-liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on a Bombay Stock Exchange. The necessary measures have been taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt, of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act 1956 & Corresponding section197 of the Companies Act, 2013 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Regd. Office: 152, Narayan Dhuru Street By Order of the Board 2nd Floor, Room No.24, Mumbai-003 Manish Shah Sejal Shah 14th August, 2014 (Whole Time Director) (Director)


Mar 31, 2013

To The Members,

The Directors present this 25th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013. Financial Results

Particulars (in Rupees) Current Year Previous Year 2012-13 2011-12

Total Income 950000 199863

Profit before Finance Cost and Depreciation 300569 25627

Less : Finance Cost 0 0

Profit before Depreciation 300569 25627

Less : Depreciation 0 0

Profit/(Loss) before Tax 300569 25627

Provision for Tax

Current Tax

Deferred Tax 92876 7919

Tax For earlier Years

Balance of Profit/(Loss) for the year 207693 17708

Balance Brought forward from the Previous year 4659 (3260)

Amount available for appropriation 212352 4659

Proposed Dividend Nil Nil

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 212352 4659



OPERATIONS

During the year under review the financial sector remains subdued and therefore your company instead of taking risk for a small gain continued with existing operation without much changes. The annual GDP growth rates revised continuously from 9% to 8% and now 5.6% where the last quarter shows growth rate of just 4.8%.The loss of growth momentum continued throughout the year 2012-13. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at above 7.5% through first half of 2012-13, fell to 5.9% in March, 2013.

During the year company has earned net profit of Rs.2,07,693/- as compared to Rs.7,919/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. . The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

Any major steps or initiatives on the part of operations of the company is based on factors like overall economic growth, interest rates and liquidity, stock market performance and volatility, growth of infrastructure and auto industries etc. The approach of the company till the date is cautious and traditional which is based on risk- management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTORATE

Shri Manish Arvindlal Shah, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Mrs. Sejal Manish Shah was appointed as additional director of the company on 12th August, 2013. His tenure of office expire at this Annual General Meeting and he is eligible to re-appoint as director liable to retire by rotation. She is associated with the company as Promoter Group Director in replacement of Mr. Mitul Shah who ceased to be director of the company on his pre-occupation. Your directors place their appreciation for valuable support to this company from Mr. Mitul Shah.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s M/s.Jain khetan Agarwal & Associates., Chartered Accountants., retire at the ensuing Annual General meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956. The explanation given in Auditor''s report and notes on accounts are self explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed company having certain competency. Many times shareholders are approaching company with problem of ill- liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on a Bombay Stock Exchange. The necessary measures have taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure is NIL.

Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Regd. Office : 152, Narayan Dhuru Street By Order of the Board 2nd Floor, Room No.24, Mumbai Manish Shah Mitul Shah Haresh Harde 12th August, 2013 (Director) (Director) (Director)


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report with the Audited Statements of Account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS: (Rs. in thousand) For the year ended For the year ended 31st March, 2011 31st March, 2010

Gross Income 198.33 13877.44

Profit before taxation 25.00 43.19

Less Provision for Taxation 7.70 14.00

Profit after taxation 17.30 29.19

Balance brought forward (83.55) (106.64)

Less: Transfer to Statutory Reserve 45.60 6.10

Balance (Deficit) carried to Balance Sheet (111.85) (83.55)

2. DIVIDEND :

With a view to conserve the resources of the company the directors do not propose to recommend any dividend.

3. DIRECTORS :

Shri Jitendra A. Patel retire by rotation and is eligible for re-appointment.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review your company has not consumed energy of any significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy consumption. No comment is made on technology absorption considering the nature of activities undertaken by your company during the year under review. There has been no foreign exchange income or outflow during the year.

5. NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIONS

The company follows the R.B I. directions regarding NBFC business.

6. PUBLIC DEPOSITS

During the year under review, your company did not accept or renew any Public Deposit within the meaning of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 your Directors state:

I) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures:

ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31-03-2011 and of the profit of the company for the year ended on 31-03-2011

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv) that the directors have prepared annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE

A Report on Corporate Goverance along with a Report from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to clause 49 of the fisting Agreement is annexed.

9 AUDITORS REPORT FOR NBFC:

As per RBI Directions, the Company has obtained Auditor''s Report Confirming that the Company has complied with all the guidelines and provisions as applicable to the Company for carrying out activities as a registered NBFC. A copy of report is annexed to this report

10 COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act, 1956, the Company has obtained a Certificate from a Company Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act. 1956 and a copy of such certificate is annexed to this report.

11. DEMATERIALISATION OF SECURITIES/SHARE:

The company''s shares are available in Demat form and the company''s ISIN No is INE480D01010

12. EMPLOYEES:

The Company has no employees of the category specified u/s 217(2A) of the Companies Act, 1956 during the year

13. AUDITORS:

M/s. B.J. Ethan & Co., Chartered Accountants, Auditors of the company, retire and being eligible, offer themselves for re-appointment

on behalf of the Board R. R. TIBREWALA Chairman

Place Ahmedabad

Date 27-05-2011

 
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